Yash Chemex Ltd Directors Report

The Audited Financial Statements of your Company as of March 31, 2025, have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and the applicable of the Companies Act, 2013 (“Act”)

(Amount in INR Lakhs)

Performance Review & State of Companys Affairs

Standalone Operating Results

Your Company operates single segment business viz. Trading of Chemical. At standalone level, the net revenue from operations for the financial year 2024-25 is Rs. 5796.47 Lakhs compared with Rs. 6134.90 Lakhs for the Previous Year. The Profit before tax for the financial year 2024-25 is Rs 197.34 Lakhs as against loss of Rs. (156.45) Lakhs for the Previous Year. Total Comprehensive Income for financial year 2024-25 is Rs. 127.42 Lakhs compared to Rs. (36.01) Lakhs for the Previous Year.

Consolidated Operating Results

The Net Consolidated Revenue from operations for the financial year 2024-25 is Rs. 9528.29 Lakhs as against Rs. 9490.92 Lakhs for the Previous Year. The Consolidated operating Profit before tax for the financial year 2024-25 is Rs. 388.06 Lakhs as against Loss of Rs. 7.08 Lakhs for the Previous Year. Total Comprehensive Income for the financial year 2024-25 is Rs. 287.89 Lakhs compared to Rs. 86.87 Lakhs for the Previous Year.

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25. Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

Your Company has incurred a Profit of Rs. 122.44 Lakhs during the Financial Year 2024-25, there are no amount transfer to reserves.

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 46 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

During the Financial Year 2024-25, the Company has not changed its nature of business.

During the year under review, there has been no change in the Capital Structure of the Company.

A. Authorized Share Capital

As on 31^st March 2025, The Authorized Share capital of the Company is Rs. 11,00,00,000/- (Rs. Eleven

Crore only) divided into 1,10,00,000 Equity Shares of Rs 10 /- each.

B. Issued Capital, Subscribed and Paid-up Capital

The Paid-up Equity share Capital of the Company is Rs. 10,24,34,250/- (Rs. Ten Crore Twenty-Four Lakhs Thirty-Four Thousand Two Hundred Fifty only) divided into 1,02,43,425 Equity Shares of Rs 10 /- each.

Depository System:

As the members are aware, the Companys Equity Shares are compulsorily tradable in electronic form. As on 31^st March 2025, 100% of the Companys total paid up Equity Capital representing 1,02,43,425 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

The Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position occurred between the end of the financial year of the Company and date of this Report.

To ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e., www.yashchemex.com

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

10. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS

\COMMITTEE.

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

(a) The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

11. RISK MANAGEMENT.

Risk Management is an integral part of our strategy for stakeholders value enhancement and is embedded into governance and decision-making process across the Organization. The Company has in place the Risk Management Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organization.

This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

12. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDARIES, JOINT

VENTURES OR ASSOCIATE COMPANIES.

At the end of the financial year under review, None of the Companies have become or ceased to be Joint Ventures or Associate Companies.

Yasons Chemex Care Limited is a Subsidiary Company of Yash Chemex Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiary in the Form AOC-1 is annexed and form part of the Annual Report as Annexure A. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of the Subsidiary and other documents are available on your Companys website: www.yashchemex.com.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 times during the year. i.e. 22.05.2024, 13.08.2024, 03.09.2024, 14.11.2024, 13.02.2025, and 27.03.2025 respectively, proper notices were given and proceedings were properly recorded, signed and maintained in the minutes book kept by the Company.

The time gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended at least one Board Meeting in the financial year 2024-25. All the information required to be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March 2025, the Board composition is as under:

Appointments:

During the year under review, No Director was appointed on the Board of the Company.

Retire by rotation and Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Pritesh Y. Shah is liable to retire by rotation at 19^th AGM and being eligible offer himself for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at 19^th AGM. The brief resume of Mr. Pritesh Y. Shah with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Resignations/Retirements along with facts of resignation:

During the year under review, No Director has resigned from the office of Director of the Company.

Key Managerial Personnel:

There are changes in the Key Managerial Personnel of the Company:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2024 -25:

Annual Evaluation of Boards Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. The evaluation process has been explained in the corporate governance report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”).

Familiarization Program for Independent Directors:

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company.

Pecuniary relationship:

During the year under review, except those disclosed in the Audited Standalone Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

15. COMMITTEES TO THE BOARD:

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has followed Committees of the Board as on 31 March 2025:

a) Audit Committee. b) Nomination and Remuneration Committee. c) Stakeholders Relationship Committee.

a. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee comprises of the following Members:

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

The Members of the Committee met 6 times during the year. i.e. 22.05.2024, 13.08.2024, 03.09.2024, 14.11.2024, 13.02.2025 and 27.03.2025.

b. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee comprises of the following Members: -

The Members of the Committee met 4 times during the year. i.e. 22.05.2024, 13.08.2024, 14.11.2024 and 27.03.2025.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the committee comprises of the following Members:

The Members of the Committee met 4 times during the year. i.e. 22.05.2024, 13.08.2024, 14.11.2024, and 13.02.2025.

16. EXTRA ORDINARY GENERAL MEETING

No Extra Ordinary General Meeting of the Company has been held during F.Y 2024-25.

17. ANNUAL GENERAL MEETING

The Eighteenth Annual General Meeting was held on 30^th September 2024 at the Registered Office of the Company.

18. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the Financial Year 2024-25 i.e., on 13.02.2025. The Meeting of the Independent Directors was conducted in an informal manner without the presence of the Non-independent Directors

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in sub-sections (3) (c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that: -

a. In the preparation of the Annual Accounts for the Financial Year (F.Y.) 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures. b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., March 31, 2025) and of the profit and loss of the Company for that period (i.e., the Financial Year 2024- 25); c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. The Directors have prepared the Annual Accounts on a going concern basis. e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2025.

21. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is available on the website of the Company.

22. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the Organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. The Policy is available on the website of the Company. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

23. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the purview of the criteria specified under Section 135(1) of the Companies Act, 2013, so provisions regarding formation / constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013.

24. SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2024-25, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

25. PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION

186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted advances and made an investment under the provisions of Section 186 of the Companies Act, 2013. The Company has not given us any loan. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

26. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the financial year 2024-25, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arms length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for FY 2024-25 and estimated transactions for FY 2025-26.

There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companys website. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

During the period under review Company has entered transactions with related parties. Transactions entered as per section 188 of the companies Act, 2013 during the year as are detailed in Annexure-B attached to this Report and Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to the accounts annexed to the financial statements.

27. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company is committed to constantly improving the effectiveness of internal financial controls and processes for the efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company is commensurate with the size, scale and complexity of business operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive program of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of Directors noted the observations and accepted the recommendations of the Audit Committee.

28. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report forms part of the Annual Report.

29. AUDITORS

STATUTORY AUDITORS:

At the 18th Annual General Meeting held on 30th September 2024, M/s. S. L. Patel & Co., Chartered Accountants (FRN - 119211W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 23^rd Annual General Meeting.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s. S. L. Patel & Co., Chartered Accountants (FRN - 119211W), has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 37th AGM of the Company.

The Auditors Report for Financial Year ended 31st March 2025 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries (FCS Number: 10329, COP Number: 12987) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as “Annexure C” to this Boards Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26 to F.Y. 2029-30 at their meeting held on 13th August 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 19^th AGM.

INTERNAL AUDIT AND RECORDS

In Accordance with the provisions of section 138 of the Companies Act, 2013 read with Rules 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions of Companies Act, 2013. The Board of Directors of the Company has appointed M/s N. H. Desai & Co., Chartered Accountants (FRN No. 161645W and M. No: 631230) as an Internal Auditor of the Company for the Financial Year 2024-25.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

The Internal Audit Reports for financial year ended 31 March 2025 do not contain any qualification, reservation or adverse remarks.

COST AUDITOR:

As per companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government. The Company is not required to get its cost record audited by Cost Auditor.

EXPLANATION ON AUDITORS REPORT

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Auditor Report does not contain any Remarks/Observations.

Internal Auditor

The Internal Auditor Report does not contain any Remarks/Observations.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO.

Pursuant to section 134(3)(m) of the companies Act, 2013 and read with Rule 8(3) of the companies Accounts Rules,2014}

A. Conservation of Energy: *

I. Steps taken/impact on conservation of energy: N.A.

II. Steps taken by the Company for utilizing alternate sources of energy including waste generated: Nil III. Capital investment on energy conservation equipment: NIL

*Your Company is in Business of trading of Chemical, so in trading business there is no need of Conservation of Energy.

B. Technology Absorption: *

I. The efforts made towards technology absorption; N.A.

II. The benefits derived like product improvement, cost reduction, product development or import substitution; N.A. III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

Your Company is in Business of trading of Chemical, so in trading business there is no need of Technology Absorption.

C. Foreign Exchange Earning and Outgo (Amount in Rs.):

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

31. POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Companys website, www.yashchemex.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

32. SECRETARIAL STANDARDS

Your Company is compiled the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

33. MANAGERIAL REMUNERATION

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as “Annexure-D” to this Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management and Discussion Analysis of the Financial Condition and results of the operations have been provided Separately in this Annual Report in Annexure-E.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-2025 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the Company.

36. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

37. OTHER DISCLOSURES:

(a) During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. (b) During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. (c) During the financial year 2024-25, your Company has not entered into any One-Time Settlement with banks or financial institutions. (d) The Company has not issued any debentures during the financial year 2024-25. (e) During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

38. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

39. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available with the Company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more are also required to be transferred to the Demat account created by the IEPF Authority.

During the year under review, Your Company has not transferred any unclaimed amount and Shares to IEPF Authority.

41. GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024 25 are being sent only electronically to Members whose email addresses are registered with the Company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2024 25 will also be accessible at the website of the Company i.e., www.yashchemex.com

42. WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional website with the domain name www.yashchemex.com. The website serves as a comprehensive source of basic information about our company.

APPRECIATION AND ACKNOWLEDGEMENT

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication, and commitment. The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, retailers, dealers and others associated with the Company. The Directors also take this opportunity to thank all its clients, vendors, banks, Government and Regulatory Authorities for their continued support.